July 2, 2024 Alliance Bank & Trust Company Completes Merger with Commercial Bank

NEWS RELEASE

Contact:Dan M. Boyd IV, (704) 867-5828

[email protected]

Alliance Bank & Trust Company Completes Merger with Commercial Bank

HARROGATE, TN, and GASTONIA, NC (July 2, 2024) - Commercial Bancgroup, Inc. ("Commercial Bancgroup"), the parent company of Commercial Bank, and AB&T Financial Corporation ("AB&T"), the parent company of Alliance Bank & Trust Company, announced today the completion of their merger, which was previously announced on February 27, 2024. Effective July 1, 2024, AB&T merged into Commercial Bancgroup and Alliance Bank merged into Commercial Bank, creating a community bank with approximately $2.2 billion in assets. Based on financial information as of June 30, 2024, the combined company has total loans of $1.7 billion and total deposits of $1.8 billion.

Holders of AB&T common stock (excluding Commercial Bancgroup, which owned 76.8% of the outstanding common stock of AB&T prior to the merger) are entitled to receive $0.74 in cash in exchange for each share of AB&T common stock they held. Outstanding options to acquire common stock of AB&T were cashed out in connection with the completion of the merger using $0.74 as the value of the shares of AB&T common stock subject to those options.

With the completion of the merger, Commercial Bank now operates 35 branch offices in Kentucky, North Carolina, and Tennessee. The former offices of Alliance Bank began operating as offices of Commercial Bank on July 1, 2024.

Dan M. Boyd, former president and CEO of AB&T and Alliance Bank, will remain with Commercial Bank. He shared, "We are excited to announce the completion of our merger with Commercial Bank. Our combined organization will offer expanded lending capabilities and products, and will remain committed to an operating model focused on our communities."

Commercial Bancgroup and Commercial Bank president and CEO Terry L. Lee said, "We welcome Alliance Bank to the Commercial Bank family and are excited about our expansion into the North Carolina market. We look forward to building on Alliance Bank's momentum."

K&L Gates LLP served as legal counsel to Commercial Bancgroup and Commercial Bank, and Wyrick Robbins Yates & Ponton LLP served as legal counsel to AB&T and Alliance Bank.

About Commercial Bancgroup

Commercial Bancgroup, Inc., domiciled in Harrogate, Tennessee, is a Tennessee corporation and registered bank holding company. Commercial Bank, a wholly owned subsidiary of Commercial Bancgroup, is a Tennessee state­chartered commercial bank chartered in 1976 and headquartered in Harrogate, Tennessee. Commercial Bank is a full-service community bank with offices in Kentucky, North Carolina and Tennessee. For additional information about Commercial Bank, visit www.cbtn.com.

Caution Regarding Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In general, forward-looking statements usually may be identified through use of words such as "may," "believe," "expect," "anticipate," "intend," "will," "should," "plan," "estimate," "predict," "continue", and "potential," or the negative of these terms, or other comparable terminology, and include statements related to the anticipated impact of the transactions discussed to the customers, employees, and shareholders of and communities served by AB&T and Alliance Bank, and the expansion of lending capabilities and product offerings. Forward-looking statements are not historical facts and represent management's beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. Forward-looking statements are subject to numerous assumptions, risks, and uncertainties that change over time that could cause actual results to differ materially from those expressed in or implied by such statements. Many of the factors that could cause actual results to differ materially from those expressed in or implied by forward-looking statements are beyond the ability of Commercial Bancgroup or AB&T to control or predict. Shareholders and investors should not place undue reliance on any forward-looking statements. Any forward-looking statements speak only as of the date of this press release, and neither Commercial Bancgroup nor AB&T undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

No Offer or Solicitation

This press release is for informational purposes only and shall not constitute an offer to purchase or exchange or a solicitation of an offer to sell or exchange any securities, or a solicitation of any proxy, vote, or approval, and there shall not be any such offer or solicitation in any jurisdiction in which such offer or solicitation is not permitted.

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